Romarco Minerals Inc. - ss. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the OBCA to continue under the BCBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am.

Business Corporations Act, S.B.C. 2002, c. 57

Securities Act, R.S.O. 1990, c. S.5., as am.

Regulation Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s.4(b)

June 13, 2006

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED

(THE REGULATION)

MADE UNDER

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c.B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

ROMARCO MINERALS INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Romarco Minerals Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting consent (the Request) from the Commission for the Applicant to continue into British Columbia (the Continuance), as required by subsection 4(b) of the Regulation;

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was amalgamated under the OBCA pursuant to Articles of Amalgamation dated July 11, 1995. As part of a reorganization by way of statutory plan of arrangement, the Applicant underwent another amalgamation under the OBCA pursuant to Articles of Arrangement dated December 30, 2002.

2. The Applicant's head office is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, BC, V7X 1L3. The Applicant's registered office is 199 Bay Street, Suite 2800, Toronto, Ontario, M5L 1A9.

3. The Applicant has applied to the Director under the OBCA for authorization to continue under the Business Corporations Act (British Columbia) (the BCBCA), pursuant to Section 181 of the OBCA (Application for Authorization to Continue).

4. Pursuant to subsection 4(b) of Regulation 289/00 promulgated under the OBCA, where a corporation is an offering corporation under the OBCA, its Application for Authorization to Continue must be accompanied by a consent from the Commission.

5. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (Ontario) (the Act) and in the provinces of British Columbia and Alberta.

6. The authorized capital of the Applicant consists of an unlimited number of common shares, of which approximately 47,170,385 were outstanding as at June 6, 2006.

7. The Applicant's issued and outstanding common shares are listed for trading on The TSX Venture Exchange under the symbol "R".

8. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any other province of Canada.

9. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

10. A summary of the material provisions of the proposed Articles of the continued corporation was provided to shareholders in the Applicant's management information circular (the Circular) for its June 29, 2005 annual and special meeting (the Meeting). The Circular also advised registered shareholders of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

11. At the Meeting, a special resolution of the shareholders authorizing the Continuance was approved by 99.9% of the votes cast.

12. The principal reason for the proposed Continuance is to allow the Applicant to attract directors who are leaders in industry, regardless of where they reside. The OBCA requires that a majority of directors of a company be Canadian residents. Under the BCBCA, there are no residency requirements (Canadian, British Columbian or otherwise) for directors. The Applicant's principal mineral exploration projects are located outside of Canada in Nevada, U.S.A. and Peru. The Applicant also has shareholders and employs people who live and work outside of Canada. As a result, management believes that it is important to have the flexibility to have a board of directors that reflects the diversity of its stakeholders, and to invite participation on the board of directors by individuals who have expertise that is relevant to the Applicant, regardless of where they reside.

13. In addition, as the Applicant has moved its head office from Toronto, Ontario to Vancouver, British Columbia, management believes it is prudent to be governed by the corporate legislation of British Columbia.

CONSENT

The Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

"Paul M. Moore"

"Harold P. Hands"